0001104659-06-070281 Sample Contracts

ASSET TRANSFER AGREEMENT BETWEEN VALENTIS, INC. AND BIOLITEC, INC. DATED AS OF OCTOBER 26, 2006
Asset Transfer Agreement • November 1st, 2006 • Valentis Inc • Biological products, (no disgnostic substances)

This ASSET TRANSFER AGREEMENT (this “Agreement”), dated as of October 26, 2006 (the “Closing Date”), between VALENTIS, INC., a Delaware corporation having a principal place of business at 863A Mitten Road, Burlingame, California 94010, (acting on behalf of itself and as agent for its Affiliates) (“Valentis”), and BIOLITEC, INC., a New Jersey corporation having an office at 515 Shaker Road, East Long Meadow, Massachusetts 01028 (“BIOLITEC”).

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ASSET TRANSFER AGREEMENT BETWEEN VALENTIS, INC. AND JUVARIS BIOTHERAPEUTICS, INC. DATED AS OF OCTOBER 27, 2006
Asset Transfer Agreement • November 1st, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California

This ASSET TRANSFER AGREEMENT (this “Agreement”), dated as of October 27, 2006, between Valentis, Inc., a Delaware corporation, (acting on behalf of itself and as agent for its Affiliates) (“VALENTIS”), and Juvaris Biotherapeutics, Inc. (“JUVARIS”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 1st, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the 27th day of October, 2006, by and between Valentis, Inc., a Delaware corporation (“Seller”), and Juvaris BioTherapeutics, Inc., a Delaware corporation (“Purchaser”).

LICENSE AGREEMENT
License Agreement • November 1st, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California

This License Agreement (the “Agreement”), effective as of October 27, 2006 (the “Effective Date”), is entered into by and between Valentis, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (“Valentis”) and Juvaris BioTherapeutics, Inc., a Delaware corporation having offices at 6200 Stoneridge Mall Road, Suite 3F, Pleasanton, CA 94588 (“Juvaris”). All references to Valentis and Juvaris in this Agreement shall include their Affiliates (as defined below).

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